NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Oslo, 25 November 2024: Reference is made to the stock exchange announcement published by Vow ASA (the "Company") on 19 November 2024 regarding the approval by the extraordinary general meeting of the Company of a fully underwritten rights issue of 166,666,666 new shares in the Company, at a subscription price of NOK 1.50 per share (the "Rights Issue").
Reference is further made to the stock exchange announcement of 22 November 2024 regarding the approval by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) of the prospectus prepared by the Company (the "Prospectus") for the offer and listing on the Oslo Stock Exchange of 166,666,666 offer shares in the Rights Issue (the "Offer Shares") and the listing of 9,910,929 new shares to be issued in connection with the settlement of the underwriting fee to the underwriters. Subject to applicable local securities laws, the Prospectus, including the subscription form for the Rights Issue, is made available at www.dnb.no/emisjoner, www.paretosec.com/transactions and www.sb1markets.no/transaksjoner.
The subscription period for the Rights Issue will commence today, 25 November 2024, at 09:00 hours (CET) and expire on 9 December 2024 at 16:30 hours (CET) (the "Subscription Period"). The Subscription Rights (as defined below) will be tradable on the Oslo Stock Exchange under the ticker code "VOWT" from today, 25 November 2024, at 09:00 hours (CET) until 3 December 2024 at 16:30 hours (CET).
Allocation of Subscription Rights: Shareholders of the Company as of 20 November 2024 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the "CSD") as of 22 November 2024 pursuant to the two days' settlement procedure of CSD (the "Record Date", and such shareholders, the "Existing Shareholders")), have been granted tradable subscription rights (the "Subscription Rights") in the Rights Issue.
Each Existing Shareholder has been granted 1.464117 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated one (1) new share at the subscription price. Over-subscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) will not be permitted. Subscription without Subscription Rights will only be permitted for the underwriters.
The allocation to, or acquisition of Subscription Rights by, and the subscription of Offer Shares by, persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to the introductory part on page (i)-(ii) and Section 13 "Selling and Transfer Restrictions" of the Prospectus.
Subscription Rights: The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours (CET) on 25 November 2024 to 16:30 hours (CET) on 3 December 2024 under the ticker code "VOWT". The Subscription Rights will hence only be tradable during a part of the Subscription Period.
Subscription Rights that are (i) not sold before 16:30 hours (CET) on 3 December 2024 or (ii) not used to subscribe for shares in the Rights Issue prior to expiry of the Subscription Period on 9 December 2024 at 16:30 hours (CET) will lapse without compensation to the holder, and thus be without value.
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not exercise their Subscription Rights will experience a dilution of their shareholding in the Company. See Section 5.7 "Subscription Rights" and 5.28 "Dilution" in the Prospectus for further information.
The underwriting: The Company's largest shareholder, DNB Bank ASA, has pre-committed to subscribe for its pro-rata share of the Rights Issue, corresponding to an amount of NOK 64,170,000, without receiving any fee or other form of consideration. Further, three existing shareholders and seven external investors have pursuant to separate subscription and underwriting agreements pre-committed and underwritten an amount of NOK 185,830,000 in the Rights Issue. Consequently, the entire Rights Issue of NOK 250 million is guaranteed. Offer Shares shall be subscribed by, and allocated to, the underwriters pursuant to their respective underwriting commitments. The underwriters' subscription and underwriting commitment is made on a pro rata basis based on their respective underwritten amount, and is subject to certain customary conditions for such commitments as further described in Section 5.21 "The Underwriting and Pre-commitment" of the Prospectus.
The payment date in the Rights Issue is 12 December 2024. Subject to timely payment of the Offer Shares subscribed for and allocated in the Rights Issue, the issuance and delivery of the Offer Shares in the Rights Issue is expected to be completed on or about 19 December 2024. The Offer Shares are expected to commence trading on the Oslo Stock Exchange on 19 December 2024.
DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting as Global Coordinators & Bookrunners, while SpareBank 1 Markets AS is acting as Co-manager (together with the Global Coordinators, the "Managers"), for the Rights Issue. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
For more information, please contact:
Henrik Badin, CEO, Vow ASA
Tel: +47 90 78 98 25
Email: henrik.badin@vowasa.com
Tina Tønnessen, CFO, Vow ASA
Tel: +47 406 39 556
Email: tina.tonnessen@vowasa.com
About Vow ASA
Vow and its subsidiaries Scanship, C.H. Evensen and Etia are passionate about preventing pollution. The company's world leading solutions convert biomass and waste into valuable resources and generate clean energy for a wide range of industries. Advanced technologies and solutions from Vow enable industry decarbonisation and material recycling. Biomass, sewage sludge, plastic waste and end-of-life tyres can be converted into clean energy, low carbon fuels and renewable carbon that replace natural gas, petroleum products and fossil carbon. The solutions are scalable, standardised, patented, and thoroughly documented, and the company's capability to deliver is well proven. The company is a cruise market leader in wastewater purification and valorisation of waste. It also has strong niche positions in food safety and robotics, and in heat-intensive industries with a strong decarbonising agenda. Located in Oslo, the parent company Vow ASA is listed on the Oslo Stock Exchange (ticker VOW).
- IMPORTANT INFORMATION –
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Managers.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Managers are acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.